Amended Current Report Filing (8-k/a)
January 13 2017 - 3:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 2, 2016
GENIE
ENERGY LTD.
(Exact
Name of Registrant as Specified in its Charter)
1-35327
(Commission
File Number)
Delaware
|
|
45-2069276
|
(State
or other jurisdiction
of
incorporation)
|
|
(IRS
Employer
Identification
No.)
|
520
Broad Street
Newark,
New Jersey
|
|
07102
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(973) 438-3500
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory
Note
This Form 8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K by Genie
Energy Ltd. (the “Registrant”) under Items 2.01 and 9.01 on November 8, 2016 (the “Original 8-K”). Amendment
No. 1 is being filed in order to provide certain financial statements and to furnish certain pro forma financial information pursuant
to Item 9.01 of this Form 8-K/A.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On
November 2, 2016, Genie Retail Energy, Inc. a subsidiary of the Registrant, acquired Retail Energy Holdings, LLC (“REH”), a privately
held retail energy provider, for $9.5 million in cash plus $1.4 million for net working capital. REH operates as Town Square Energy
in eight Eastern states, serving approximately 47,000 electricity residential customer equivalents. REH’s licenses and customer
base expands Genie Retail Energy’s geographic footprint to four new states – New Hampshire, Rhode Island, Massachusetts
and Connecticut – and provides additional electricity customers in New Jersey, Maryland, Ohio and Pennsylvania. REH will
be operated as a wholly owned subsidiary utilizing the Town Square Energy brand.
REH
was purchased from Krieger Enterprises Inc. There are no material relationships between Krieger Enterprises Inc. and the Registrant,
any of its affiliates, any director or officer of the Registrant, or any associate of any such director or officer.
The
purchase was announced in a press release dated November 3, 2016.
Item 9.01 Financial
Statements and Exhibits.
|
(a)
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Financial
Statements of Businesses Acquired.
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Audited
financial statements of REH as of and for the year ended December 31, 2015 are filed herewith as Exhibit 99.1 to this Form 8-K/A.
Unaudited
condensed financial statements of REH as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015 are filed
herewith as Exhibit 99.2 to this Form 8-K/A.
|
(b)
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Pro
Forma Financial Information.
|
The
unaudited pro forma condensed consolidated financial information of the Registrant giving effect to the acquisition of REH
as of September 30, 2016 and for the year ended December 31, 2015 and for the nine months ended September 30, 2016, are
filed herewith as Exhibit 99.3.
Exhibit No.
|
|
Document
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23.1
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|
Consent
of Baker Tilly Virchow Krause, LLP
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99.1
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Audited
Financial statements of Retail Energy Holdings, LLC as of and for the year ended December 31, 2015.
|
99.2
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|
Unaudited
condensed consolidated financial statements of REH as of September 30, 2016 and for the nine months ended September 30,
2016 and 2015.
|
99.3
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|
The
unaudited pro forma condensed consolidated financial information of the Registrant.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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GENIE
ENERGY LTD.
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|
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By:
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/s/
Howard S. Jonas
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Name:
Howard S. Jonas
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Title: Chief Executive Officer
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Dated:
January 13, 2017
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Exhibit
Index
Exhibit No.
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|
Document
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23.1
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Consent
of Baker Tilly Virchow Krause, LLP
|
99.1
|
|
Audited
Financial statements of Retail Energy Holdings, LLC as of and for the year ended December 31, 2015.
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99.2
|
|
Unaudited
condensed consolidated financial statements of REH as of September 30, 2016 and for the nine months ended September 30, 2016
and 2015.
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99.3
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The
unaudited pro forma condensed consolidated financial information of the Registrant.
|
4
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